MoneyGram 2011 Annual Report Download - page 178

(e) Section 3.07(d) of the Indenture is hereby amended to read in its entirety as follows:
At any time on or after a Qualified Equity Offering and prior to the fourth anniversary of the Closing Date, the Company may on one or more
occasions redeem up to 35% of the aggregate principal amount of the Notes, upon no more than 60 days’ prior notice, at a redemption price equal to
113.25% of the then outstanding principal amount thereof, plus accrued and unpaid interest thereon to (but not including) the Redemption Date,
subject to the rights of the Holders on the relevant Record Date to receive interest on the relevant Interest Payment Date; provided, however, that
(i) each such redemption shall be in an aggregate principal amount of Notes of no less than $50,000,000 and (ii) at least 65% of the aggregate
principal amount of Notes originally issued under this Indenture, as such principal amount shall have been increased through the capitalization of
interest (excluding Notes held by the Company and the Company Subsidiaries), remains outstanding immediately after the occurrence of such
redemption; provided, further, that the principal amount of Notes redeemed may not exceed the aggregate cash proceeds (net of underwriting
discounts and commissions) received by Holdco and/or any other selling stockholders participating in any Qualified Equity Offering of all Qualified
Equity Offerings. Any notice of redemption pursuant to Section 3.04 hereof in respect of an optional redemption pursuant to this Section 3.07(d) may
be expressly conditioned upon the successful consummation of a financing transaction or series of financing transactions by the Company, and such
notice of redemption may be revoked if such condition is not satisfied.
4. Amendment of Certain Provisions in Article 6 of the Indenture. Section 6.01 of the Indenture is amended by restating subsections (4), (5), and
(9) to read as follows:
(4) (A) the failure by the Company or any Company Subsidiary to pay any Indebtedness that is pari passu with the Notes within any applicable grace
period after final maturity or acceleration by the holders thereof because of a default or (B) a default occurs with respect to any Indebtedness of the
Company or any Company Subsidiary that is subordinated to the Notes, which default permits the holder or holders thereof (or any trustee or agent on
their behalf) to accelerate such Indebtedness (giving effect to any applicable grace period), and, in the case of (A) or (B) the total amount of such
Indebtedness unpaid or accelerated or in default at the time exceeds $25.0 million;
(5) final judgments against Holdco or any of its Subsidiaries aggregating in excess of $25.0 million, which final judgments remain unpaid,
undischarged and unstayed for a period of more than 60 days after such judgment becomes final;
(9) [Reserved]; or
5. Effective as of the date hereof, any notice to the Company under Section 14.01 shall be provided to the following address in lieu of the address in
Section 14.01 of the Indenture:
MoneyGram International, Inc.
2828 N. Harwood Street, 15th Floor
Dallas, TX 75201
Attention: Chief Financial Officer
Facsimile: (952) 591−3860
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